Elixir Capital Ltd

TO THE MEMBERS OF ELIXIR CAPITAL LIMITED

The Directors take pleasure in presenting the Thirtieth Annual Report together with the Audited Annual Financial Statements for the financial year ended 31^st March, 2024. The Management Discussion and Analysis has also been incorporated into this Report.

1. FINANCIAL RESULTS:

Key highlights of Consolidated Financial Results for Elixir Capital Ltd. for the financial year 2023-24 are tabulated below:

There was no revision in the Financial Statements.

2. HIGHLIGHTS OF PERFORMANCE:

Your Company is a holding company of subsidiary companies engaged in stock broking, portfolio management, depository services, trading, and investment in securities. The consolidated revenue increased manifold to Rs. 3,466.47 Lakhs from Rs. 450.07 Lakhs from the previous year due to very strong stock market conditions. There was a net profit of Rs. 2,095.75 Lakhs against a net loss of Rs. 342.59 Lakhs due to sharply higher trading profits and stock held for trading.

3. TRANSFER TO RESERVES:

The Board of Directors has not recommended transfer of any amount to reserves.

4. DIVIDEND:

Your Directors are pleased to recommend a final dividend of Rs. 1.25 per equity share of Rs. 10/- each for the financial year ended 31^st March, 2024 subject to the approval of the Members at the 30^th Annual General Meeting. The total outgo for the current year amounts to Rs. 72.54 Lakhs. (In the previous year, it was Rs. 72.54 Lakhs).

5. BUSINESS OPERATIONS:

Your Company is the Holding Company of Elixir Equities Pvt. Ltd. (EEPL). EEPL is a SEBI Registered Stock Broker, Portfolio Manager and Depository Participant of the CDSL.

There was no change in the nature of business of your Company, during the year under review.

6. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect your Company's financial position have occurred between the end of the financial year of your Company i.e. 31^st March, 2024 and date of this Report i.e. 16^th May, 2024.

7. SHARE CAPITAL:

The paid up Equity Share Capital as on 31^st March, 2024 was Rs. 580.32 Lakhs. During the year under review, your Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. There was no change in your Company's Share Capital during the year under review. The Promoter and Promoter Group holds 41,37,000 shares equivalent to 71.29% of the total Issued and Paid-up Share Capital.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

During the year 2023 – 24, unclaimed Dividend of Rs. 67,500/- was transferred to the Investor Education and Protection

Fund established by the Central Government, in compliance with Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. The said amount represents Interim Dividend declared during the financial year 2015 – 16 which remain unclaimed for a period of 7 years from its due date of payment.

9. TRANSFER OF EQUITY SHARES ON UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND:

In line with the statutory requirements, your Company has transferred to the credit of the Investor Education and Protection Fund set up by the Government of India, equity shares in respect of which dividend had remained unpaid / unclaimed for a period of seven (7) consecutive years within the time lines laid down by the Ministry of Corporate Affairs. Unpaid / unclaimed dividend for seven (7) years or more has also been transferred to the IEPF pursuant to the requirements under the Act.

• Mr. Dilip Kapadia (DIN: 01117939) ceased to be an Independent Director of the Company on account of completion of his term on 31^st March, 2024.

The Board places on record its appreciation for the dedicated efforts contributed by him during his tenure as an Independent Director of the Company.

• The Board of Directors of the Company had appointed Mr. Shail Kapadia (DIN: 10557016) was appointed as an Additional Director of the Company w.e.f. 1^st April, 2024. He was further appointed as an Independent Director of the Company for a term of 5 years w.e.f. 1^st April, 2024.

• In terms of Section 161 of the Companies Act, 2013, Mr. Shail Kapadia holds office up to the date of 30^th Annual General Meeting. The Company has received notice in writing from a Member under Section 160 of the Act, proposing his candidature for the office of Director of the Company. In terms of Section 161 of the Act, it is proposed to appoint him as Director of the Company.

Further, in compliance with the provisions of Section 152 and 149 read with Schedule IV to the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, it is proposed to appoint Mr. Shail Kapadia as Independent Director for a term of 5 (five) years commencing from 1^st April, 2024 up to 31^st March, 2029 (both days inclusive).

Necessary resolution for his appointment, has been proposed for approval of members at item no. 5 of the Notice of 30^th Annual General Meeting.

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Mrs. Radhika Mehta, (DIN: 00112269) Director of your Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet with the criteria of independence as prescribed both, under Sub-Section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015 and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6 (3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Director's name in the data bank of Indian Institute of Corporate Affairs ("IICA") for a period of one year or five years or life time till they continue to hold the office of an independent director.

None of the directors of your Company are disqualified under the provisions of Section 164 (2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, all the independent directors are persons of integrity and possess relevant expertise and experience.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA'). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section 150 of the Act read with Rule 6 (4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the

Independent Directors of the Company upto 31^st March, 2024 are exempted from undertaking online proficiency self-assessment test conducted by the IICA.

The annual performance evaluation of the Independent Directors and Board Committees i.e. Audit, Stakeholders Relationship and Nomination & Remuneration Committees was carried by the entire Board and the annual performance evaluation of the Chairman, Board as a whole, Non – Independent Directors was carried out by the Independent Directors.

The annual performance evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration Policy of your Company and as mandated under the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The following persons are the Key Managerial Personnel of your Company pursuant to Section 2 (51) and Section 203 of the Act, read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014 framed there under.

1. Ms. Radhika Mehta, Whole Time Director & CFO

2. Ms. Hetal Mody – Company Secretary and Compliance Officer

None of the Key Managerial Personnel have resigned during the year under review.

None of the Directors have attained the age of 75 years.

The Board has in accordance with the provisions of Sub-Section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The same has been posted on the website of the Company i.e. https://www.elixircapital.in/pdf/Remuneration-Policy.pdf.

During the financial year your Company has held 5 (Five) Board Meetings on 30^th May, 2023, 11^th August, 2023, 9^th November, 2023, 13^th February, 2024 and 21^st March, 2024. The maximum interval between any two meetings did not exceed 120 days.

During the year, there was no employee in receipt of remuneration in excess of limit prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure A" and form part of this Report.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit and loss of the company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

To maintain independence and objectivity in its functions, the internal audit function reports directly to the Audit Committee of the Board.

The audit plan aims to evaluate the efficacy and adequacy of the internal control system and compliance thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations.

Based on the reports of internal audit function, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safeguarded against significant misuse or loss.

As on 31^st March, 2024, your Company has following three subsidiaries / sub-subsidiary companies:

1. Elixir Equities Private Limited (Subsidiary Company)

2. Dipan Mehta Commodities Private Limited (Sub-Subsidiary Company)

3. Elixir Wealth Management Private Limited (Sub-Subsidiary Company)

Elixir Equities Private Limited is a material subsidiary of the Company since its income and networth exceeds 10% of the consolidated income and networth of the Company for the financial year ended 31^st March, 2023. However, the provisions of material subsidiary as stipulated under SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 are not applicable to your Company.

The other two subsidiary companies, Dipan Mehta Commodities Private Limited and Elixir Wealth Management Private Limited neither have net worth exceeding 10% of the consolidated net worth of the Holding Company in the previous financial year nor have generated 10% of the consolidated income of your Company during the previous financial year.

The Statement containing the salient features of financial statement of Subsidiaries in Form AOC-1 pursuant to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014 are given below.

Note: Elixir Equities Private Limited hold 100% shareholding of Dipan Mehta Commodities Private Limited (DMCPL) and Elixir Wealth Management Private Limited (EWMPL). Accordingly, DMCPL and EWMPL are step down subsidiaries of Elixir Capital Limited.

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture, or Associate Companies during the financial year 2023 – 24.

The details of Loans and Investments made as covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Standalone Audited Annual Financial Statements. The Company has not made any guarantees or provided any security in connection with loan made under Section 186 of the Companies Act, 2013.

All transactions with related parties are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the RPTs, which are foreseeable and repetitive. A statement giving details of all RPTs are placed before the Audit Committee and the Board of Directors on a quarterly basis.

Further the members may note that your Company has not entered into any of the following related party transactions:

– Contracts/arrangement/transactions which are not at arm's length basis or in the ordinary course of business.

– Any Material contracts/arrangement/transactions [as per Regulation 23 of the SEBI (LODR) Regulations, 2015]

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to your Company.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

The activity of the Company does not require large scale consumption of energy. Hence, the Company has not taken any energy conservation measures. There are no additional investments and proposals, for reduction of consumption of energy. The Company is using LED Lights at its location to conserve energy.

Your Company has not deployed any Research and Development facility or absorbed any technology. Hence, no disclosures are applicable.

The subsidiaries of your Company are engaged in various financial services businesses such as stock and commodity broking, portfolio management and demat services. In addition to this, the subsidiaries also carry out arbitrage and proprietary trading. A sharp diminution in the value of the subsidiary companies is the key business risk for your Company. In the opinion of the Board, there are no risks which shall threaten the existence of the Company.

Your Company has not formed Risk Management Committee since the provisions of Regulation 21 of the SEBI (LODR) Regulations, 2015 are not applicable to the Company.

Whistle Blower Policy is the vigil mechanism instituted by your Company to report concerns about unethical behavior in compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Board's Audit Committee oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of your Company's Code of Conduct and / or Whistle Blower Policy. Details of the Whistle Blower Policy have been disclosed on your Company's website at https://www.elixircapital.in/pdf/Whistle%20Blower%20Policy.pdf.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

M/s. JMT & Associates, Chartered Accountants will complete their term as Statutory Auditors of the Company at the conclusion of 30^th Annual General Meeting (AGM) of the Company. Pursuant to Section 139 of the Companies Act, 2013, they shall retire at the conclusion of 30^th AGM of the Company.

In terms of the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, the Company can appoint or reappoint an audit firm as statutory auditors for not more than two (2) terms of five (5) consecutive years. M/s. JMT & Associates are the statutory auditors of the Company since 23^rd AGM held on 26^th August, 2017 and have completed a period of 7 years since their appointment.

The Board of Directors of the Company have re-appointed M/s. JMT & Associates, Chartered Accountants (Firm Registration No. 104167W) as the Statutory Auditors of the Company for a term of 1 year to hold the office from the conclusion of 30^th AGM till the conclusion of 31^st AGM based on the recommendation of the Audit Committee and subject to approval of the members of the Company. Necessary resolution has been proposed for approval of the members at item no. 4 of the notice of AGM.

M/s. JMT & Associates., Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as statutory auditors of your Company. Further, as required under Regulation 33 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, M/s. JMT & Associates., Chartered Accountants have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. In accordance with regulation 36 (5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosures in respect of appointment / re-appointment of statutory auditors have been made at Explanatory Statement to item no. 4 of the notice of AGM.

The auditors report given by the statutory auditors on the annual financial statements of your Company is part of the Annual Report. There are no qualification, reservation or adverse remark made by the statutory auditors in their Audit Report.

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. P. C. Shah & Co., Practicing Company Secretaries, as Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended 31^st March, 2024.

The report of the Secretarial Auditor is attached as "Annexure B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the financial year under review, neither the statutory auditors nor the secretarial auditors have reported to the Audit Committee of the Board, under Section 143 (12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, your Company has appointed Mr. Rajendra P. Bhende, Chartered Accountant as Internal Auditors of your Company.

The provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 (hereinafter referred to as ‘Rules') in respect of maintenance and audit of cost records are not applicable to your Company.

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to Meetings of the Board, its Committees and General Meeting, which have mandatory application during the year under review.

Pursuant to sub-section 3 (a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013 the Annual Return for the financial year ended 31^st March, 2024 in E-Form MGT 7 is available on the Company's website at https://www.elixircapital.in/investors/Form_MGT_7_2023-24.pdf

The Consolidated Financial Statements of your Company for the financial year 2023 – 24 are prepared in compliance with the applicable provisions of the Companies Act, 2013, including Indian Accounting Standards (IND-AS 110) specified under Section 133 of the Companies Act, 2013. The Audited Consolidated Annual Financial Statements together with the Auditors' Report thereon forms part of the Annual Report.

Pursuant to Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of each of the subsidiaries in the prescribed Form AOC – 1 are provided at Point 14.3 of the Boards Report which forms part of the Annual Report.

The financial statements of the subsidiaries are available for inspection by the Members at the registered office of your Company pursuant to the provisions of Section 136 of the Companies Act, 2013. Your Company shall provide free of cost, a copy of the financial statements of its subsidiary companies to the Members upon their request. The financial statements are also available on the website of your Company at www.elixircapital.in under the ‘Financials' section.

In view of Covid 19 pandemic, the Ministry of Corporate Affairs vide its circular no. 17 / 2020 dated 13^th April, 2020, circular no. 20 / 2020 dated 5^th May, 2020 and circular No. 10/2022 dated 28^th December, 2022 and SEBI vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12^th May, 2020 and no. SEBI/HO/DDHS/P/CIR/2023/0164 dated 6^th October, 2023 has dispensed with the requirement of sending hard copy of full annual report to the shareholders.

Electronic copies of the annual report for the financial year 2023 – 24 and notice of the 30^th Annual General Meeting (AGM) are sent to all members whose email addresses are registered with your Company / Depository Participant(s). Members who have not registered their email address can do so by following the steps as mentioned in the notes of notice of 30^th Annual General Meeting. Alternatively, they are requested to download the copy of the Annual Report from the website of the Company i.e. www.elixircapital.in or from the website of BSE Limited i.e. www.bseindia.com or write to the Company at hetal.mody@elixirequities.com.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

As required under Schedule V (B) of SEBI (LODR) Regulations, 2015, report on "Management Discussion and Analysis" is attached and form part of this Annual Report.

As per Regulation 15 (2) of the SEBI (LODR) Regulations, 2015, the provisions of Corporate Governance are non-mandatory to the following class of Companies:

a. Companies having Paid-up Equity Share Capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year;

Provided that where the provisions of Regulation 27 becomes applicable to a company at a later date, such company shall comply with the requirements of Regulation 27 within six months from the date on which the provisions became applicable to your company.

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.

As on 31^st March, 2023, the paid-up share capital of your Company is Rs. 5.80 crores and networth is Rs. 18.25 crores. Accordingly, the paid-up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance clause as per Regulation 15(2)(a) of the SEBI (LODR) Regulations, 2015. Your Company has decided not to opt for compliance of Regulation 27 for the time being.

Your Company believes in providing a safe, supportive and friendly workplace environment – a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment; your Company provides the mechanism to seek recourse and redressal to the concerned individual subjected to sexual harassment.

Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaint was raised and pending as on 1^st April, 2023 and no complaint has been raised during the financial year ended 31^st March, 2024.

Your Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Your Company was not required to file e-Form DPT – 3 being Return of Deposits for the financial year ended 31^st March, 2024.

Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, during the financial year, no agreement has been entered or executed by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel and employees of the Company or its subsidiaries among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

The Company has not borrowed any monies from banks or financial institutions. Accordingly, there is no question of any one-time settlement with the banks or financial institutions.

Your Company is listed with BSE Limited. Your Company has duly paid the listing fees to BSE Limited.

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of your Company viz. members, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of your Company for their unstinted commitment and continued contribution to your Company.

Statements in the Board's Report and the Management Discussion & Analysis describing your Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.